Exhibit 6

LOGO

---

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
and
MANAGEMENT PROXY CIRCULAR

---

Æterna Zentaris Inc.

|
|

|
|

|
|

|
|

|
|

March 7, 2005

---



GRAPHIC

NOTICE OF THE ANNUAL MEETING
OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Æterna Zentaris Inc. (the "Corporation") will be held
at The Ritz-Carlton Hotel, 1228 Sherbrooke Street West, Montreal, Quebec, on Thursday, May 26, 2005, at 10:30 a.m. (Montreal time) for the following purposes:

Enclosed
is a copy of the 2004 Annual Report of the Corporation including the financial statements and the auditors' report thereon, together with the Management Proxy Circular and a
form of proxy.

By
order of the Board of Directors,

SIGNATURE

Mario
Paradis, CA
Corporate Secretary

Quebec
City, Quebec, March7, 2005

Shareholders unable to attend the meeting are requested to complete and sign the enclosed form of proxy and return it in the stamped envelope provided. To be
valid, proxies must reach the office of National Bank Trust Inc., Share Ownership Management, 1100 University Street, 9th Floor, Montreal, Quebec, H3B 2G7, no later
than at the close of business on the last business day preceding the date of the meeting or any adjournment thereof.

Æterna Zentaris Inc., 1405 du Parc-Technologique Boulevard, Quebec City, Quebec, G1P 4P5

---





MANAGEMENT PROXY CIRCULAR

1.     SOLICITATION OF PROXIES

This Management Proxy Circular is furnished in connection with the solicitation, by the Management of Æterna
Zentaris Inc. (the "Corporation"), of proxies to be used at the annual meeting of shareholders of the Corporation (the "Meeting"), to be held on Thursday, May 26, 2005, at
the time and place and for the purposes set forth in the Notice of Meeting or any adjournment thereof.

Unless
otherwise indicated, the information contained in this Circular is given as of March 1, 2005. All dollar amounts in this Management Proxy Circular refer to Canadian
dollars, unless otherwise indicated.

The
solicitation will be conducted primarily by mail; some proxies may also be solicited directly in the case of directors, officers or employees of the Corporation, but without further
compensation. The Corporation may also reimburse brokers and other persons holding the Corporation's common shares (the "Common Shares") on their behalf or on behalf of nominees, for costs
incurred in sending the proxy documents to principals and to obtain their proxies. The Corporation will assume the costs of solicitation, which are expected to be minimal.

2.     APPOINTMENT OF PROXYHOLDERS

The persons named as proxyholders in the enclosed form of proxy are directors or officers of the Corporation. A shareholder may appoint a
person other than the persons indicated in such proxy form to act as his or her proxyholder. To do so, the shareholder must write the name of such person in the appropriate space on the form of
proxy.In order to ensure they are counted, duly completed proxies must be received at the office of National Bank Trust Inc., Share Ownership Management,
1100 University Street, 9th Floor, Montreal, Quebec, H3B 2G7, no later than at the close of business on the last business day preceding the date of the Meeting or any
adjournment thereof, or they may be delivered
to the Chairman at the Meeting or at any adjournment thereof. A person acting as proxyholder need not be a shareholder of the Corporation.

3.     REVOCATION OF PROXIES

A shareholder giving a proxy may revoke it at all times by a document signed by him or her or by a proxyholder authorized in writing or, if the shareholder is a
corporation, by a document signed by an officer or a proxyholder duly authorized, given to the Corporate Secretary of the Corporation at 1405 du Parc-Technologique Boulevard, Quebec
City, Quebec, G1P 4P5, until the last business day, inclusively, preceding the day of the Meeting or any adjournment thereof at which the proxy is to be used, or to the Chairman of such meeting
on the day of the Meeting or any adjournment thereof.

1

---



4.     NON-REGISTERED HOLDERS OF SHARES

The information set forth in this section should be reviewed carefully by the non-registered shareholders of the Corporation.
Shareholders who do not hold their shares in their own name should note that only proxies deposited by shareholders who appear on the records maintained by the Corporation's registrar and transfer
agent as registered holders of shares will be recognized and acted upon at the Meeting.

Non-registered
shareholders may vote shares that are held by their nominees in one of two manners. Applicable securities laws and regulations, including National
Instrument 54-101Communication with Beneficial Owners of Securities of a Reporting Issuer, require nominees of
non-registered shareholders to seek their voting instructions in advance of the Meeting. Non-registered shareholders will receive (or will have received) from their
nominees either a request for voting instructions or a proxy form for the number of shares held by them. The nominees' voting instructions or proxy forms will contain instructions relating to
signature and return of the document and these instructions should be carefully read and followed by non-registered shareholders to ensure that their shares are accordingly voted at the
Meeting.

Non-registered
shareholders who would like their shares to be voted for them must therefore follow the voting instructions provided by their nominees.

Non-registered
shareholders who wish to vote their shares in person at the Meeting must insert their own name in the space provided on the request for voting instructions or
proxy form, as the case may be, in order to appoint themselves as proxyholder and follow the signature and return instructions provided by their nominees. Non-registered shareholders who
appoint themselves as proxyholders should present themselves at the Meeting to a representative of National Bank Trust Inc. Non-registered shareholders should not otherwise complete
the form sent to them by their nominees as their votes will be taken and counted at the Meeting.

All references to "shareholders" in this Management Proxy Circular and the accompanying form of proxy and Notice of Meeting are to registered shareholders unless
specifically stated otherwise.

5.     VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The shares conferring voting rights at the Meeting are Common Shares. Each Common Share confers the right to one vote. As at March 1, 2005, there were
46,139,814 Common Shares issued and outstanding.

Holders
of Common Shares, entered on the list of shareholders compiled at the close of business (Montreal time) on March 28, 2005, will have the right to vote at the Meeting or at
any adjournment thereof if they are present or represented by a proxyholder.

2

---



To
the knowledge of the directors and officers of the Corporation, the only persons who are beneficial owners of, directly or indirectly, or exercise power or control over shares
conferring more than 10% of the voting rights attached to each class of participating and issued and outstanding shares of the Corporation are indicated in the table below:

|Name of shareholder   |  | Common Shares |  | Total percentage of voting rights
|--------------------- |  | ------------- |  | ---------------------------------
|
|Solidarity Fund (QFL) |  | 5,449,225     |  | 11.81                            
|SGF Santé inc.        |  | 5,333,334     |  | 11.56                            

6.     PRESENTATION OF THE FINANCIAL STATEMENTS

The Annual Report including the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2004 and the
auditors' report thereon will be submitted at the Meeting.

7.     EXERCISE OF VOTING RIGHTS BY PROXIES

The persons named as proxies will vote or withhold from voting the shares in respect of which they are appointed or vote for or against any particular question,
in accordance with the direction of the shareholders appointing them.In the absence of such direction, such shares will be voted in favour of all matters identified in the
attached Notice of Meeting.The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters
identified in the Notice of Meeting and to other matters which may properly come before the Meeting. As of the date of this Management Proxy Circular, the Management of the Corporation knows of no
such amendment, variation or other matter expected to come before the Meeting other than the matters referred to in the Notice of Meeting.

3

---



8.     ELECTION OF DIRECTORS

The Corporation's Articles provide that the Board of Directors (the "Board") of the Corporation shall be composed of a minimum of five and a maximum of
fifteen directors. Directors are elected annually by the shareholders of the Corporation, but the directors may from time to time appoint one or more directors, provided that the total number of
directors so appointed does not exceed one third of the number of directors elected at the last annual meeting of shareholders. Management of the Corporation proposes the nine persons named in the
table below as candidates for election as directors. Each elected director will remain in office until adjournment of the next annual meeting of the shareholders or until his or her successor is
elected or appointed, unless his or her post is vacated earlier. Each of the candidates proposed by Management of the Corporation is currently a director of the Corporation, although two of such
directors, Messrs. Gérard Limoges and Jürgen Ernst, were appointed directors by the Board of Directors on December 14, 2004 and February 25, 2005,
respectively, in order to fill vacancies on the Board.

Under
the terms of a shareholders' agreement signed on November 12, 1999 between Fund QFL and the Corporation, Fund QFL was granted the right to designate one member of the Board
of Directors of the Corporation, provided that Fund QFL holds at the relevant time at least 499,999 Common Shares. Likewise, under the terms of contractual agreements signed by the Corporation,
SGF Santé and Dr. Éric Dupont, concerning, among other matters, the election of directors, provided that SGF Santé holds at least 5% in number of
the Corporation's issued and outstanding voting shares, (a) the Corporation will propose for election as a director of the Corporation, at each annual meeting of the shareholders,
(i) one candidate designated by SGF Santé, provided that the candidate receives a favourable recommendation from the Corporate Governance Committee, and (ii) one candidate
jointly designated by SGF Santé and Dr. Éric Dupont, (b) the Corporation will solicit proxies from its shareholders for the election of such candidates as
directors of the Corporation, and (c) Dr. Éric Dupont will exercise the voting rights conveyed by his Common Shares, concerning any resolution bearing on the election of
directors to be submitted to the beneficial holders of any participating shares of the Corporation, in favour of the election of the candidates so designated. In this respect, these candidates remain
to be selected.

Unless instructions are given to abstain from voting with regard to the election of directors, the persons whose names appear on the enclosed form of proxy will
vote in favour of the election of the nine nominees whose names are set out in the table below. Management of the Corporation does not foresee that any of the following nominees listed below will be
unable or, for any reason, unwilling to perform his or her duties as director. In the event that the foregoing occurs for any reason, prior to the election, the persons indicated on the enclosed form
of proxy reserve the right to vote for another candidate of their choice unless otherwise instructed by the shareholder in the form of proxy to abstain from voting on the election of
directors.

4

---





|Name and place of residence               |  | Principal occupation                                                                                                                                                 |  | Director
since |  | Number of Common
Shares held
|----------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ----------------------------
|Marcel Aubut
Quebec, Canada               |  | Managing Partner
Heenan Blaikie Aubut
(law firm)                                                                                                                     |  | 1996           |  | 45,000                      
|Stormy Byorum(1)
New York, USA            |  | Senior Managing Director
Stephens Cori Capital Advisors
(strategic and financial advisory services company)                                                          |  | 2001           |  | 12,000                      
|Éric Dupont, PhD(2)
Quebec, Canada        |  | Executive Chairman of the Board
Æterna Zentaris Inc.                                                                                                                 |  | 1991           |  | 3,758,413                   
|Prof. Dr. Jürgen Engel
Frankfurt, Germany |  | Chairman and Managing Director
Zentaris GmbH (a subsidiary of the Corporation)
Executive Vice President, Global R&D and Chief Operating Officer
Æterna Zentaris Inc. |  | 2003           |  |                            
|Jürgen Ernst(3)
Brussels, Belgium         |  | Former General Manager
Pharmaceutical Sector of Solvay S.A.
(international chemical and pharmaceutical group)                                                        |  | 2005           |  |                            
|Gilles Gagnon
Quebec, Canada              |  | President and Chief Executive Officer
Æterna Zentaris Inc.                                                                                                           |  | 2002           |  | 70,617                      
|Pierre Laurin, PhD(2)
Quebec, Canada      |  | Executive in Residence
HEC Montréal
(management faculty of university)                                                                                               |  | 1998           |  | 11,200                      
|Gérard Limoges, FCA(1)(4)
Quebec, Canada  |  | Corporate Director                                                                                                                                                   |  | 2004           |  |                            
|Pierre MacDonald(1)(2)
Quebec, Canada     |  | President and Chief Executive Officer
MacD Consult Inc.
(consulting company)                                                                                         |  | 2000           |  | 10,000                      

---

The Corporation does not have any direct information concerning shares beneficially owned by the above mentioned persons or concerning Common
Shares over which such persons exercise control or direction. This information was provided by the directors and nominees individually.

Mr. Jürgen
Ernst, a current member of Solvay Pharmaceuticals Board, has recently retired from his position of General Manager Pharmaceutical Sector of
Solvay S.A. From 1989, Mr. Ernst has held various executive positions with Solvay. Mr. Ernst holds a Master's of Business Administration (MBA) degree from the University of
Cologne in Germany.

Mr. Gérard
Limoges served as the Deputy Chairman of Ernst & YoungLLPCanada until his retirement in
September 1999. After a career of 37 years with Ernst & Young, Mr. Limoges has been devoting his time as a director of a number of companies. Mr. Limoges began his
career with Ernst & Young in Montreal in 1962. After graduating from the Management School ofUniversité de Montréal
(HEC Montréal)in 1966, he became a chartered accountant and partner of the firm in 1971.

5

---





After being appointed Managing Partner of the Montreal Office of Ernst & YoungLLPin 1979 and Chairman for Quebec in 1984,
Mr. Limoges joined the National Executive Committee. In 1992, he was appointed Vice Chairman of Ernst & Young Canada. He has held the position of Deputy Chairman of the Canadian Firm
since August 1, 1993, in addition to serving as Chairman for Quebec.

To
the knowledge of the Corporation and based upon information provided to it by the nominees for election to the Board of Directors, no such nominee:





9.     STATEMENT OF EXECUTIVE COMPENSATION

A.    Compensation of Directors

Each outside director receives an annual base remuneration of $15,000. The Corporation has also granted to each of its outside directors, during the last quarter
of 2004, options to purchase 15,000 Common Shares as an annual retainer for the years 2005, 2006 and 2007. The outside directors also receive an attendance fee of $1,500 for each Board meeting
attended and a daily compensation of $1,500 for special work designated by the Board of Directors, if any. Attendance fees are reduced to $750 per meeting for a director participating in a Board
meeting by telephone, teleconference or any other telecommunication device. The Chairs of the Audit Committee and the Corporate Governance Committee receive additional annual retainers of $20,000 and
$5,000, respectively. In addition, an attendance fee of $1,000 is paid to each outside director attending committee meetings, such fee being reduced to $500 for participation by telephone,
teleconference or by any other telecommunication device. During the financial year ended December 31, 2004, the Corporation paid an aggregate amount of $169,891 to all of its outside directors
for services rendered.

6

---



B.    Compensation of Executive Officers

The following table sets forth detailed information on the compensation of the President and Chief Executive Officer, the Vice President and Chief Financial
Officer and the Corporation's three other most highly compensated executive officers (including the Executive Chairman of the Board) (collectively, the "Named Executive Officers"), for services
rendered in all capacities during the financial years ended December 31, 2004, 2003 and 2002.

SUMMARY COMPENSATION TABLE

|                                                                                       
|---------------------------------------------------------------------------------------
|
|
|
|
|                                                                                       
|Gilles Gagnon
President and Chief Executive Officer                                    
|                                                                                       
|Dennis Turpin
Vice President and Chief Financial Officer                               
|                                                                                       
|Prof. Dr. Jürgen Engel
Executive Vice President, Global R&D and Chief Operating Officer
|                                                                                       
|Dr. Manfred Peukert
Vice President Medical Affairs                                     
|                                                                                       
|Éric Dupont, PhD
Executive Chairman of the Board                                       
|                                                                                       

During the financial year ended December 31, 2004, the Corporation paid an aggregate amount of $2,368,161 to all of its executive officers
(excluding outside directors).

7

---





C.    Stock Option Plan Information

The Corporation has established a stock option plan for its directors, executive officers, employees, and persons providing continuous services to the Corporation
(the "Plan") in order to attract and retain such persons, who will be motivated to work towards ensuring the Corporation's success. The Board has full and complete authority to interpret the
Plan and to establish the applicable rules and regulations and to make all other determinations it deems necessary or useful for the administration of the Plan, provided that such interpretations,
rules, regulations and determinations are consistent with the rules of all stock exchanges on which the securities of the Corporation are then traded and with all relevant securities legislation.
Individuals eligible to participate under the Plan will be determined by the Board of Directors or the Corporate Governance Committee, as the case may be.

Options
granted under the Plan may be exercised at any time within a maximum period of ten years following the date of their grant. The Board of Directors or the Corporate Governance
Committee, as the case may be, designates, at its discretion, the option recipients to whom stock options are granted under the Plan and determines the number of Common Shares covered by each of such
options, the grant date, the exercise price of each option, the expiry date, the vesting schedule and any other question relating thereto, in each case in accordance with the applicable rules and
regulations of the securities regulatory authorities. The price at which the Common Shares may be purchased may not be lower than the greater of the closing prices of the Common Shares on the Toronto
Stock Exchange (the "TSX") and the NASDAQ Stock Market (the "NASDAQ"), on the last trading day preceding the date of grant of the option. Options granted under the Plan generally vest in
equal tranches over a three-year period (331/3% each year, starting on the first anniversary of the grant date) or as otherwise determined by the Board of Directors or the
Corporate Governance Committee.

Unless
the Board of Directors or the Corporate Governance Committee decides otherwise, optionholders cease to be entitled to exercise their options under the Plan:
(i) immediately, in the event an optionholder resigns or voluntarily leaves his or her employment with the Corporation or one of its subsidiaries or the employment with the Corporation or one
of its subsidiaries is terminated with cause; (ii) six months following the date on which employment with the Corporation or any of its subsidiaries is terminated as a result of the death of
such optionholder; (iii) 30 days following the date on which an optionholder's employment with the Corporation or any of its subsidiaries is terminated for a reason other than those
mentioned in (i) or (ii) above, including, without limitation, upon the disability, long-term illness, retirement or early retirement of the optionholder; and
(iv) where the optionholder is a service supplier, 30 days following the date on which such optionholder ceases to act as such, for any cause or reason.

Optionholders
may not assign their options (nor any interest therein) other than by will or the laws of succession.

The
maximum number of Common Shares that may be issued under the Plan is currently 4,543,744. Under the Plan, no single optionholder may hold options to purchase more than 5% of the
Corporation's issued and outstanding Common Shares.

8

---



The
Board of Directors may, at any time, with the prior approval of the relevant regulatory authorities, amend, suspend or terminate the Plan in whole or in part, although in the event
of a material amendment (including an increase in the maximum number of Common Shares issuable under the Plan) to, or a reduction in the exercise price of, an option, the approval of the holders of a
majority of the Common Shares present and voting in person or by proxy at a meeting of shareholders of the Corporation shall be obtained. In addition to the foregoing, any material amendment to an
option held by an insider, other than a person who is an insider solely by virtue of being a director or senior officer of a subsidiary of the Corporation or an associate of an insider, including a
change in the exercise price or expiry date of an option, must be approved by a majority of votes cast at a meeting of shareholders, excluding votes attaching to Common Shares beneficially owned by
the affected optionholder and his or her associates (i.e. a disinterested vote). Finally, the Plan provides that the acceleration of the expiry date of an option by reason of the fact that an
optionholder ceases to be a director, officer, or employee does not constitute an amendment to the Plan or to an option granted thereunder.

Options granted during the most recently completed financial year

The following table indicates the individual grants of securities to the Named Executive Officers during the financial year ended December 31, 2004. The
aggregate number of Common Shares covered by options granted during such period was 913,000 at prices varying from $6.80 to $11.62 per Common Share, establishing at 3,480,592 the total
number of Common Shares covered by options granted and outstanding pursuant to the Plan as at December 31, 2004.

|                
|----------------
|
|                
|Gilles Gagnon   
|                
|Dennis Turpin   
|                
|Jürgen Engel    
|                
|Manfred Peukert 
|                
|                
|Éric Dupont, PhD
|                

Options exercised during the most recently completed financial year and financial year-end option values

The following table summarizes for each of the Named Executive Officers the number of Common Shares acquired on options exercised, if any, during the financial
year ended December 31, 2004, the aggregate value realized upon exercise, the total number of Common Shares covered by unexercised options, if any, held at December 31, 2004, and the
value of such unexercised options as at the same date. During the financial year ended December 31, 2004, an aggregate of 339,917 options were exercised at prices varying from $3.76 to
$8.40 by all optionholders under the Plan.

9

---



|                
|----------------
|
|                
|Gilles Gagnon   
|                
|Dennis Turpin   
|                
|Jürgen Engel    
|                
|Manfred Peukert 
|                
|Éric Dupont, PhD
|                

D.    Pension Plan

Some Named Executive Officers, namely Prof. Dr. Jürgen Engel and Dr. Manfred Peukert, participate in a non-contributory
defined benefit pension plan. Benefits payable under this plan correspond to 40% of the
average salary of the last twelve (12) months during the first five working years after initial participation in this plan and increase by 0.4% for each additional year of employment.

The
normal retirement age is 65 years, but early retirement according to the social pension insurance is possible without reduction of the benefit. The following table shows total
annual pension benefits payable pursuant to this plan. Upon the death of a participant, the surviving spouse and/or children of the participant will be entitled to a benefit equal to 60% of the
benefit to which such participant was entitled. All benefits payable under this plan are in addition to government social security benefits. Only basic salary is taken into consideration in
calculating pension benefits.

PENSION PLAN TABLE

|       
|-------
|
|
|       
|200,000
|       
|300,000
|       
|400,000
|       
|500,000
|       

10

---



Years of credited service as at December 31, 2004 for the Named Executive Officers who are also beneficiaries of this plan are as indicated below:

Prof.
Dr. Jürgen Engel: 28 years and 4 months

Dr. Manfred
Peukert: 28 years and 4 months

E.    Report of the Corporate Governance Committee on Executive Compensation

Composition of the Committee

On December 31, 2004, the Corporate Governance Committee (the "Committee") was composed of Dr. Éric Dupont, Dr. Pierre
Laurin and Mr. Pierre MacDonald.

Mandate of the Committee

The Committee, which was formed on May 16, 1996, is entrusted with examining matters related to the appointment and compensation of the Corporation's
executive officers, including the Executive Chairman of the Board and the President and Chief Executive Officer, in view of making recommendations to the Board. The Committee also reports to the Board
on options granted. It reviews the composition of both the Board and its committees and proposes and recommends candidates for election or appointment to the Board. Finally, the Committee is
responsible for examining the terms and conditions of the aggregate compensation plans of the Corporation and verifying the competitiveness thereof in relation to companies carrying on activities
similar to those of the Corporation.

Executive Compensation Policy

An aggregate compensation policy has been established to acknowledge and reward the contributions of the executive officers to the Corporation's success and to
ensure competitive compensation, in order that the Corporation may benefit from the expertise required to pursue its objectives.

In
accordance with this policy, the compensation of the Corporation's executive officers is based on three principal elements: (i) basic salary; (ii) performance bonuses;
and (iii) the award of stock options. The Corporation intends to pay a competitive aggregate compensation that includes an incentive related to the attainment of corporate results in addition
to basic salary in accordance with a reference market. The incentive compensation is granted on the basis of criteria approved by the Committee.

Short-term Incentive Compensation

The short-term incentive plan sets out the allocation of incentive awards based on the financial results and the achievement of the Corporation's
strategic objectives. These objectives are set at the beginning of each financial year as part of the revision of corporate strategies.

In
the case of executive officers, incentive awards may vary in accordance with the attainment of the Corporation's financial and strategic objectives.

Long-term Compensation of Executive Officers

The long-term component of the officers' aggregate compensation is based mainly on the Corporation's Stock Option Plan. This Plan permits the granting
of a number of options that varies in accordance with the contribution of the officers and their responsibilities.

11

---



Control and Revision of the Compensation Plan

The Committee must ensure that the compensation of the Corporation's officers is consistent with the aggregate compensation policy of the Corporation. The
relative situation of the Corporation with regard to compensation is determined annually by means of studies, with respect to a reference market, composed of comparable businesses. Internal equity
analyses are also conducted in order to make the required adjustments.

Compensation of the President and Chief Executive Officer

The compensation of the President and Chief Executive Officer is along the lines of the Corporation's policy on management compensation. The President and Chief
Executive Officer's contract of employment also contains a non-competition clause but does not provide for any specific terms or modalities of remuneration.

Conclusion

In accordance with the Corporation's executive compensation policy, a significant portion of the compensation of its executive officers is related to the
performance of the Corporation, the responsibilities inherent in their duties and, in particular, the performance of the Corporation's publicly traded Common Shares and their long-term
appreciation. The Committee reviews the compensation programs of the executive officers annually in order to ensure their competitiveness and compliance with the objectives, values and strategies of
the Corporation.

If
the circumstances so require, the Committee may recommend employment conditions that are different from the policies in effect as well as the execution of non-standard
employment contracts by the Corporation.



10.   PERFORMANCE GRAPH

On December 31, 2004, the closing price of the Common Shares on the TSX was $7.50 per share. The following graph shows the cumulative return of a $100
investment in the Common Shares, made on December 31, 1999 on the TSX, compared with the total return of the S&P/TSX Composite Index for each financial year shown on this graph.

GRAPHIC

12

---



11.   SECURITY BASED COMPENSATION ARRANGEMENTS

A.    Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth, as at March 1, 2005, the information with respect to all of the Corporation's compensation plans pursuant to which equity
securities of the Corporation are authorized for issuance.

|                                                         
|---------------------------------------------------------
|
|                                                         
|Equity compensation plans approved by securityholders    
|                                                         
|Equity compensation plans not approved by securityholders
|                                                         
|TOTAL                                                    
|                                                         

B.    Principal Terms of the Corporation's Security Based Compensation Arrangements and Other Required
        Disclosure

Effective January 1, 2005, companies listed on the TSX are required to disclose on an annual basis, in their information circulars, or other annual
disclosure documents distributed to all security holders, the terms of their security based compensation arrangements and any amendments adopted to such arrangements during the most recently completed
financial year. Under the rules of the TSX Company Manual, security based compensation arrangements include, for example, stock option plans, stock purchase plans where the listed issuer provides
financial assistance or where the listed issuer matches the whole or a portion of the securities being purchased, and any other compensation or incentive mechanism involving the issuance or potential
issuance of securities of the listed issuer. In general, arrangements or plans that do not involve the issuance from treasury or potential issuance from treasury of securities of the listed issuer are
not security based compensation arrangements for the purposes of the TSX Company Manual rules. The Corporation currently has in place only one such security based compensation arrangement, namely its
stock option plan, the principal terms of which are described at Section 9.C of this Circular under the heading "STATEMENT OF EXECUTIVE
COMPENSATION  Stock Option Plan Information".

During
the financial year ended December 31, 2004, the Corporation amended its stock option plan by increasing to 4,543,744 the number of shares reserved for issuance under
such plan and by re-designating the class of shares issuable under the Plan from Subordinate Voting Shares to Common Shares. These amendments were approved by a majority of the
shareholders of the Corporation at its annual and special meeting of shareholders held on May 26, 2004.

13

---



As
at March 1, 2005, 233,467 Common Shares had been issued and 914,685 Common Shares remain available for issuance under the Corporation's stock option plan
representing, respectively, 0.5% and 2% of all issued and outstanding Common Shares. In addition, 3,395,592 Common Shares are issuable under unexercised options currently issued and
outstanding, representing 7.4% of all issued and outstanding Common Shares.

12.   STATEMENT OF CORPORATE GOVERNANCE PRACTICES

In compliance with the rules of the TSX, the Corporation must disclose information with respect to its corporate governance practices as compared to the
guidelines provided for in the TSX Company Manual (the "TSX Guidelines"). The Board of Directors of the Corporation considers good corporate governance to be important to the effective
operations of the Corporation. The Corporate Governance Committee of the Board of Directors makes recommendations regarding the compliance of the Corporation's practices with the TSX Guidelines and
oversees disclosure obligations related thereto. The Corporate Governance Committee has also been reviewing the proposed amendments to the TSX Guidelines published in the spring and fall of 2002, as
well as the proposed corporate governance practices and disclosure rules published by the Canadian Securities Administrators in January 2004. Once new guidelines or regulations are adopted and
published in final form, the Board will re-assess its corporate governance practices and make any necessary changes. Schedule A to this Management Proxy Circular sets out a
description of the Corporations' corporate governance practices in tabular form with reference to the TSX Guidelines but also taking into account, where appropriate, some of the proposed modifications
and the effect of the recently enactedSarbanes-Oxley Actin the United States as well as the rules of the NASDAQ.

13.   APPOINTMENT OF AUDITORS AND AUDIT COMMITTEE DISCLOSURE

A.    Appointment of Auditors

The Board of Directors of the Corporation proposes that PricewaterhouseCoopersLLP, Chartered Accountants, be
appointed as auditors of the Corporation and that the directors of the Corporation be authorized to determine their compensation. PricewaterhouseCoopers have acted as auditors of the Corporation since
the financial year ended December 31, 1993.

Unless instructed to abstain from voting with regard to the appointment of auditors, the persons whose names appear on the enclosed form of proxy will vote in
favour of the appointment of PricewaterhouseCoopers LLP and authorizing the directors of the Corporation to determine their compensation.

B.    Audit Committee Disclosure

Multilateral Instrument 52-110 Audit Committees("MI
52-110") requires issuers to disclose in their annual information forms certain information with respect to the existence, charter, composition, and education and experience of the members
of their audit committees, as well as all fees paid to external auditors. The Corporation is including such required disclosure with respect to its Audit Committee in this Management Proxy Circular
and is incorporating this information by reference into its Annual Information Form. The charter of the Corporation's Audit Committee is attached as Schedule B to this Management Proxy
Circular and is also accessible on the Corporation's website atwww.aeternazentaris.com.

14

---



Composition of the Audit Committee

Stormy Byorum, Gérard Limoges, FCA, and Pierre MacDonald are the members of the Corporation's Audit Committee, each of whom is independent and
financially literate within the meaning of MI 52-110.

Education and Relevant Experience

The education and related experience of each of the members of the Audit Committee is described below.

Stormy Byorum Ms. Byorum is currently Senior Managing Director of Stephens Cori Capital
Advisors, a strategic and financial advisory services company. Before 1996, Ms. Byorum held various positions at Citicorp. Ms. Byorum holds a Master's of Business Administration (MBA)
degree from the University of Pennsylvania.

Gérard Limoges Mr. Limoges served as the Deputy Chairman of Ernst &
YoungLLPCanada until his retirement in September 1999. After a career of 37 years with Ernst & Young, Mr. Limoges has been
devoting his time as a director of a number of companies. Mr. Limoges began his career with Ernst & Young in Montreal in 1962. After graduating from the Management School of Université de Montréal
(HEC Montréal)in 1966, he became a chartered accountant and partner of the
firm in 1971.

Pierre MacDonald Mr. MacDonald is serving as Chairman and Chief Executive Officer of MacD
Consult Inc., a consulting firm specializing in international finance and marketing. Since May 2000, Mr. MacDonald has served as the Vice Chairman of the Board of Directors of the
Export Development Corporation, a Crown corporation that operates as a financial institution devoted exclusively to providing trade finance services in support of Canadian exporters and investors in
up to 200 countries.

Pre-Approval Policies and Procedures

Form 52-110F1 requires the Corporation to disclose whether its Audit Committee has adopted specific policies and procedures for the
engagement of non-audit services and to prepare a summary of these policies and procedures. The mandate of the Audit Committee (attached as Schedule B to this Management
Proxy Circular) provides that it is such committee's responsibility to approve all audit engagement fees and terms as well as reviewing policies for the provision of non-audit services by
the external auditors and, when required, the framework for pre-approval of such services. The Audit Committee delegates to its Chairman the pre-approval of such
non-audit fees.

External Auditor Service Fees

In addition to performing the audit of the Corporation's consolidated financial statements and its subsidiaries, PricewaterhouseCoopers LLPprovided other services to the Corporation and its subsidiaries and they billed the Corporation and its subsidiaries the following fees for each of
the Corporation's two most recently completed financial years:

15

---



|                     
|---------------------
|
|                     
|Audit Fees(1)        
|                     
|Audit-Related Fees(2)
|                     
|Tax Fees(3)          
|                     
|All Other Fees(4)    
|                     
|Total Fees:          
|                     

14.   INDEBTEDNESS OF DIRECTORS AND OFFICERS

Neither at any time during the financial year ended December 31, 2004 nor as at March 1, 2005 did any of the directors and officers of the
Corporation owe it any amount in respect of the purchase of securities of the Corporation or otherwise. On March 29, 2004, the Board of Directors of the Corporation adopted a resolution
formally prohibiting (i) the making of any new loans to its directors and officers, and (ii) modifying the material terms of any such existing loans.

15.   INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

The Corporation is not aware that any of its "informed persons" has had an interest in any material transaction carried out since the beginning of the
Corporation's last completed financial year or in any proposed transaction which has materially affected or is likely to materially affect the Corporation or any of its subsidiaries. Applicable
securities legislation defines an "informed person" as meaning any one of the following: (a) a director or executive officer of a reporting issuer; (b) a director or executive officer of
a person or company that is itself an informed person or subsidiary of a reporting issuer; (c) any person or company who beneficially owns, directly or indirectly, voting securities of a
reporting issuer or who exercises control or direction over voting securities of a reporting issuer or a combination of both carrying more than 10 percent of the voting rights attached to all
outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) a reporting issuer that
has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

16

---



16.   INSURANCE OF DIRECTORS AND OFFICERS

The Corporation purchases liability insurance for the benefit of its directors and officers, which protects them against certain liabilities contracted by them
while acting in such capacity. In 2004, this insurance provided a maximum coverage of $20,000,000 per event and policy year. For the financial year ended December 31, 2004, the premium paid by
the Corporation was $1,006,000. When the Corporation is authorized or required to indemnify insured persons, a deductible of $250,000 applies, except for securities-based claims, for which the
deductible is $500,000. It is anticipated that the amount of premium to be paid in respect of such insurance for the 2005 fiscal year will be approximately $710,000.

17.   SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING OF SHAREHOLDERS

Shareholder proposals must be submitted no later than December 6, 2005 in order that the Corporation may include them in the Management Proxy Circular that
will be prepared and mailed in connection with the Corporation's annual meeting of shareholders in 2006.

18.   ADDITIONAL INFORMATION

The Corporation will provide the following documents to any person or company upon request to the Corporate Secretary of the Corporation, at its head office at
1405 du Parc-Technologique Boulevard, Quebec City, Quebec, G1P 4P5:



In
addition, the Corporation's Annual Information Form will be available from the date of its filing with the securities commissions or similar securities regulatory authorities in
Canada as well as any other document incorporated by reference in such Annual Information Form. The Corporation may require the payment of reasonable expenses if a request is received from a person
who is not a holder of securities of the Corporation, unless the Corporation makes a distribution of its securities pursuant to a short form prospectus, in which case such documents will be provided
free of charge. Copies of the Corporation's public disclosure documents, including financial statements, Management Proxy Circulars and Annual Information Forms, are also available at the following
websites: www.aeternazentaris.com, www.sedar.com, and www.sec.gov. Financial information related to the Corporation is provided in its comparative financial statements and Management's Discussion and
Analysis thereon for the financial year ended December 31, 2004.

17

---



19.   DIRECTORS' APPROVAL

The contents and the sending of this Management Proxy Circular were approved by the Board of Directors of the Corporation on March 7, 2005.

Dated
at Quebec City, Quebec, March 7, 2005.

GRAPHIC

Mario Paradis, CA
Corporate Secretary

18

---





SCHEDULE A    ÆTERNA ZENTARIS INC.    STATEMENT OF CORPORATE GOVERNANCE PRACTICES

|                                   
|-----------------------------------
|TSX Corporate Governance Guidelines
|                                   
|1.                                 
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   

19

---



|                                   
|-----------------------------------
|TSX Corporate Governance Guidelines
|                                   
|1.                                 
|                                   
|2.                                 
|                                   
|3.                                 
|                                   
|                                   
|                                   
|                                   

| |  |  |  |  |  | Stormy Byorum    |  | Unrelated
| |  |  |  |  |  | ---------------- |  | ---------
| |  |  |  |  |  | Jürgen Ernst     |  | Unrelated
| |  |  |  |  |  | Pierre Laurin    |  | Unrelated
| |  |  |  |  |  | Gérard Limoges   |  | Unrelated
| |  |  |  |  |  | Pierre MacDonald |  | Unrelated

|   |  |     |  |                                                                                                                                                        |  | The Board of Directors is of the view that each of its unrelated directors would also be "independent" within the meaning of Rules 4200 and 4200A of the Corporate Governance Rules of the NASDAQ as well as the proposed corporate governance
practices and disclosure rules published by the Canadian Securities Administrators.
|-- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|4. |  | (a) |  | Appoint a committee of directors responsible for proposing to the full Board new nominees to the Board and for assessing directors on an ongoing basis |  | The Corporate Governance Committee is responsible for proposing nominees to the Board of Directors or assessing directors performance on an ongoing basis. The Corporate Governance Committee is composed of a majority of
unrelated directors.                                                                                   
|  

20

---



|                                   
|-----------------------------------
|TSX Corporate Governance Guidelines
|                                   
|4.                                 
|                                   
|5.                                 
|                                   
|6.                                 
|                                   
|7.                                 
|                                   
|8.                                 
|                                   
|9.                                 
|                                   

| |  |  |  |  |  | Audit Committee                |  |          
| |  |  |  |  |  | ------------------------------ |  | ---------
| |  |  |  |  |  | Stormy Byorum                  |  | Unrelated
| |  |  |  |  |  | Gérard Limoges, FCA            |  | Unrelated
| |  |  |  |  |  | Pierre MacDonald               |  | Unrelated
| |  |  |  |  |  | Corporate Governance Committee |  |          
| |  |  |  |  |  | Éric Dupont                    |  | Related  
| |  |  |  |  |  | Pierre Laurin                  |  | Unrelated
| |  |  |  |  |  | Pierre MacDonald               |  | Unrelated
|

21

---



|                                   
|-----------------------------------
|TSX Corporate Governance Guidelines
|                                   
|                                   
|                                   
|10.                                
|                                   
|11.                                
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|12.                                
|                                   

22

---



|                                   
|-----------------------------------
|TSX Corporate Governance Guidelines
|                                   
|13.                                
|                                   
|                                   
|                                   
|                                   
|14.                                
|                                   

23

---





SCHEDULE B

---

ÆTERNA ZENTARIS INC.  AUDIT COMMITTEE CHARTER

---

1.     MISSION STATEMENT

The Audit Committee will assist the Board of Directors in fulfilling its oversight responsibilities. The Audit Committee will review the financial reporting
process, the system of internal control, the audit process, and the company's process for monitoring compliance with laws and regulations and with the Code of Ethical Conduct. In performing its
duties, the Committee will maintain effective working relationships with the Board of Directors, management, and the external auditors. To effectively perform his or her role, each Committee member
will obtain an understanding of the detailed responsibilities of Committee membership as well as the company's business, operations, and risks.

2.     POWERS

The Board authorizes the Audit Committee, within the scope of its responsibilities, to:

3.     ORGANIZATION

Members

24

---



Attendance at Meetings

4.     ROLE AND RESPONSIBILITIES

Internal Control

Financial Reporting

a)    General

25

---



b)    Annual Financial Statements

c)    Interim Financial Statements

26

---



External Audit

Compliance with Laws and Regulations

Compliance with Code Ethical of Conduct

27

---



Other Responsibilities

Reporting Responsibilities

Review of the Committee Charter

28

---



QuickLinks